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capitalized as of the next occurring first of a calendar month (the "Conversion <br />Date"); (ii) the term of the Loan shall be seven (7) years, commencing upon the <br />Conversion Date; (iii) Lender will calculate the monthly payments due and owing <br />from Borrower, based upon a seven (7) year amortization; (iv) the first payment <br />will be due and payable on the Conversion Date; and (v) the terms and conditions <br />of this Loan Agreement and any other related loan document and the Borrower's <br />obligations thereunder shall continue until the Loan and all accrued interest is <br />repaid in full. <br />7. Access to Equipment. Lender and its respective representatives shall have <br />at all reasonable times, upon reasonable prior notice, the right to enter and have free <br />access to Borrower's property to inspect the Equipment. <br />8. Books and Records. Borrower agrees to maintain accurate and complete <br />books, accounts and records in regard to the Equipment in a manner reasonably <br />acceptable to Lender. Lender and its representatives shall have the right to inspect, <br />examine and copy all such books and records of Borrower and Borrower shall, at <br />Lender's request, furnish such information as Lender may reasonably demand. <br />9. Encumbrances and Transfer. Borrower agrees not to sell, transfer, lease or <br />convey the Equipment or any part thereof, or any interest therein, or encumber the <br />Equipment or any part of thereof, in any manner, without written consent of Lender <br />which consent may be granted or withheld in the sole discretion of Lender. This <br />requirement shall apply to each and every sale, transfer, lease or conveyance, whether <br />voluntary or involuntary and whether or not Lender has consented to any such prior sale, <br />transfer lease or conveyance. <br />10. Time of Essence. Time is of the essence in the performance of this <br />Agreement. <br />11. Assignability. Borrower shall not assign this Agreement or all or any part <br />of any advances to be made hereunder without written consent of Lender which consent <br />may be granted or withheld in the sole discretion of Lender. <br />12. Miscellaneous Covenants of Borrower. Borrower covenants and agrees <br />with Lender that, without costs to Lender, Borrower will: <br />(a) Performance of Note. Security Agreement, Etc. Without limiting the <br />foregoing, keep and perform all of the terms, covenants, conditions and <br />requirements of: (i) the Note, the Security Agreement, this Agreement; <br />and (ii) any and all documents evidencing the Other Financing. <br />(b) Insurance. During the term of the Security Agreement, Borrower shall <br />procure and maintain or cause to be procured and maintained at its sole <br />expense casualty insurance against the Equipment (in any amount at least <br />equal to the replacement cost of the Equipment), public liability insurance <br />-5- <br />